Common use of Determinations of the Borrowing Base Clause in Contracts

Determinations of the Borrowing Base. (i) No later than 45 days after June 30 and December 31 of each calendar year, commencing June 30, 1998, the Borrower shall, at its own expense, furnish to the Agent, the Co-Agent and the Lenders a report ("Reserve Report"), in a form and substance reasonably satisfactory to the Agent and the Co-Agent which report shall be dated as of such June 30 or December 31 and shall set forth the Borrower's and its Subsidiary Guarantors' interest (broken down by category) in all Borrowing Base Assets and, in the case of the December 31 report only, a projection of the rate of production and net operating income with respect thereto as of such date. Each June 30 Reserve Report shall be prepared by the Borrower and each December 31 Reserve Report shall be prepared or audited by the Independent Engineer. Each June 30 Reserve Report may be prepared in summary form and shall include a review of any material production variances, if any, from the immediately preceding December 31 Reserve Report. (ii) At any date the Borrower may at its expense furnish additional Reserve Reports to the Agent and the Co-Agent ("Optional Reserve Reports"), which Optional Reserve Reports need not be prepared or audited by an independent petroleum engineer (unless the Agent or the Co-Agent so requests), each dated a date other than June 30 or December 31. (iii) Notwithstanding the provisions of subsection 2.6(b)(i), upon the Borrower's written request, and upon submission of an Optional Reserve Report, the Agent and the Co-Agent shall review the Borrowing Base and make any adjustments thereto they deem appropriate under the circumstances; provided that in no event shall the Agent and the Co-Agent be required to make more than two such unscheduled Borrowing Base determinations during any calendar year. (iv) Within forty-five days after they both receive each Reserve Report or Optional Reserve Report, the Agent and the Co-Agent shall make a determination of the Borrowing Base provided that such determination shall be approved by the Required Lenders, and shall notify the Borrower of the new Borrowing Base, if any. (v) Within forty-five days after the Borrower has notified the Agent and the Co-Agent pursuant to subsection 2.7(c) that it or any Subsidiary Guarantor has determined to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6(a), (b), (c), (d) and (e)), the Agent and the Co-Agent shall make a redetermination of the Borrowing Base, and shall notify the Borrower of the new Borrowing Base, if any; provided that such redetermination and notification shall occur only if the aggregate amount of consideration paid for Borrowing Base Assets disposed of since the last determination of the Borrowing Base exceeds $5,000,000. (vi) The Borrower agrees to pay or reimburse the Agent and the Co-Agent for all reasonable out-of-pocket costs and expenses incurred in connection with (a) the examination of each Optional Reserve Report furnished to the Agent and the Co-Agent by the Borrower, (b) the determination of the Borrowing Base pursuant to such Reserve Report or Optional Reserve Report, (c) the redetermination of the Borrowing Base pursuant to subsection 2.6(b)(v) and (d) the notification of the Borrower of such Borrowing Base. (vii) taking into account such factors as the Agent and the Co-Agent may deem appropriate, including, without limitation the nature and extent of the Borrower's interest in the Borrowing Base Assets and the anticipated timing and extent of net operating income therefrom; provided that each such determination shall be approved by the Required Lenders. The Agent and the Co-Agent may in their sole discretion discount the value of any Borrowing Base Asset set forth in a Reserve Report or an Optional Reserve Report by the same factors utilized by it in discounting the value of comparable borrowing base assets in comparable transactions. (viii) Each delivery by the Borrower to the Agent and the Co-Agent of a Reserve Report or an Optional Reserve Report shall be deemed to constitute a representation and warranty by the Borrower to the Agent and the Co-Agent that the Borrower or the Subsidiary Guarantors, to the extent of the interest specified in such report (and subject to exceptions disclosed in writing to the Agent and the Co-Agent by the Borrower), has good and marketable title to the Borrowing Base Assets and any other property rights or interests described in such report, and that none of such Borrowing Base Assets or other property rights or interests is subject to any Lien other than as permitted by subsection 6.3.

Determinations of the Borrowing Base. (i1) No later than 45 days after June 30 and December 31 of each calendar year, commencing June 30, 1998, the Borrower shall, at its own expense, furnish The Lenders may from time to the Agent, the Co-Agent and the Lenders a report ("Reserve Report"), in a form and substance reasonably satisfactory to the Agent and the Co-Agent which report shall be dated as of such June 30 or December 31 and shall set forth the Borrower's and its Subsidiary Guarantors' interest (broken down by category) in all Borrowing Base Assets and, in the case of the December 31 report only, a projection of the rate of production and net operating income with respect thereto as of such date. Each June 30 Reserve Report shall be prepared by the Borrower and each December 31 Reserve Report shall be prepared or audited by the Independent Engineer. Each June 30 Reserve Report may be prepared in summary form and shall include a review of any material production variances, if any, from the immediately preceding December 31 Reserve Report. (ii) At any date the Borrower may at its expense furnish additional Reserve Reports to the Agent and the Co-Agent ("Optional Reserve Reports"), which Optional Reserve Reports need not be prepared or audited by an independent petroleum engineer (unless the Agent or the Co-Agent so requests), each dated a date other than June 30 or December 31. (iii) Notwithstanding the provisions of subsection 2.6(b)(i), upon the Borrower's written request, and upon submission of an Optional Reserve Report, the Agent and the Co-Agent shall review time determine the Borrowing Base and make any adjustments thereto they deem appropriate under the circumstances; provided that in no event shall the Agent and shall deliver to the Co-Agent be required to make more than two Borrower a written notice specifying each such unscheduled determination (each such notice, a “Borrowing Base determinations during any calendar year. (iv) Within forty-five days after they both receive each Reserve Report or Optional Reserve Report, the Agent and the Co-Agent shall make a Notice”). Each determination of the Borrowing Base provided that such determination by the Lenders shall be approved by the Required Lenders, binding and conclusive for all purposes hereof and shall notify be effective (i) in the case of an increase in the Borrowing Base, immediately upon receipt by the Borrower of the new Borrowing BaseBase Notice specifying the same, if any. (vii) Within forty-five days after in the Borrower has notified the Agent and the Co-Agent pursuant to subsection 2.7(c) that it or any Subsidiary Guarantor has determined to sell or otherwise dispose case of any of a decrease in the Borrowing Base Assets (resulting from the sale, transfer, assignment or other than sales permitted disposition of P&NG Rights previously included by subsections 6.6(a), (b), (c), (d) and (e)), the Agent and Lenders in the Co-Agent shall make a redetermination of the Borrowing Base, and shall notify the Borrower of the new Borrowing Base, if any; provided that such redetermination and notification shall occur only if the aggregate amount of consideration paid for Borrowing Base Assets disposed of since the last determination of the Borrowing Base exceeds $5,000,000(including the disposition of a Subsidiary), immediately upon receipt by the Borrower of the Borrowing Base Notice specifying the same, and (iii) in the case of all other decreases in the Borrowing Base, 60 days after receipt by the Borrower of the Borrowing Base Notice specifying the same, in each case until the corning into effect of a subsequent determination of the Borrowing Base. As at the date hereof, the Borrowing Base has been determined by the Lenders to be Cdn.$10,000,000. (vi2) The Borrower agrees to pay or reimburse the Agent Borrowing Base shall be determined and the Core-Agent for all reasonable out-of-pocket costs and expenses incurred in connection with determined as follows: (a) within 60 days after receipt of an Engineering Report pursuant to Section 10.1(e)(vii) or Section 10.1 (e)(viii), as the examination case may be, the Lenders shall attempt to reach unanimous agreement on a new Borrowing Base; (b) if all of the Lenders agree to the amount of the, Borrowing Base within such 60-day period, then the Agent shall deliver a Borrowing Base Notice to the Borrower (with a copy thereof to each Optional Reserve Report furnished Lender) specifying such agreed upon Borrowing Base; and (c) if all of the Lenders cannot agree on the amount of the Borrowing Base within such 60-day period, then the Borrowing Base shall be deemed to have been determined by the Lenders as the lowest Borrowing Base amount proposed by a Lender (such Lender, the “Lowest Borrowing Base Lender”) to the Agent and other Lenders by written notice within such period, and promptly after the Coexpiry of such 60-day period the Agent by shall deliver a Borrowing Base Notice to the BorrowerBorrower (with a copy thereof to each Lender) specifying such Borrowing Base. In addition to and without limiting the foregoing, the Lenders may determine and re-determine the Borrowing Base at any time and from time to lime (bin addition to the aforementioned determinations of the Borrowing Base after receipt of an Engineering Report) with the agreement of all Lenders. For certainty, the then current Borrowing Base shall remain in effect unless and until there has been an agreement of all of the Lenders or expiry of the aforementioned 60-day period and determination of the Borrowing Base pursuant to such Reserve Report or Optional Reserve Report, Section 2.22(2)(c). (c3) the redetermination of If the Borrowing Base has been determined pursuant to subsection 2.6(b)(v) and (d) the notification of Section 2.22(2)(e), the Borrower of such Borrowing Base. (vii) taking into account such factors as shall have the Agent and right to require the Co-Agent may deem appropriate, including, without limitation the nature and extent of the Borrower's interest in the Lowest Borrowing Base Assets Lender to assign its Commitment, its Rateable Portion of all Loans and other Obligations and all of its rights, benefits and interests under the anticipated timing and extent of net operating income therefrom; provided that each such determination shall be approved by the Required Lenders. The Agent and the Co-Agent may in Documents to other Lenders which have agreed to increase their sole discretion discount the value of any Borrowing Base Asset set forth in a Reserve Report Commitments or an Optional Reserve Report by the same factors utilized by it in discounting the value of comparable borrowing base assets in comparable transactions. (viii) Each delivery by the Borrower to other financial institutions acceptable to the Agent and the Co-Agent of a Reserve Report or an Optional Reserve Report shall be deemed to constitute a representation and warranty by the Borrower to the Agent Fronting Lender, each acting reasonably, and the Co-Agent that the Borrower or the Subsidiary Guarantorsprovisions of Section 2.20(6)(a) shall apply thereto, to the extent of the interest specified in such report (and subject to exceptions disclosed in writing to the Agent and the Co-Agent by the Borrower), has good and marketable title to the Borrowing Base Assets and any other property rights or interests described in such report, and that none of such Borrowing Base Assets or other property rights or interests is subject to any Lien other than as permitted by subsection 6.3mutatis mutandis.

Determinations of the Borrowing Base. (i) No later than 45 days after June 30 and December 31 of each calendar year, commencing June 30December 31, 19981995, the Borrower shall, at its own expense, furnish to the Agent, Agent and the Co-Agent and the Lenders a report ("Reserve Report"), in a form and substance reasonably satisfactory to the Agent and the Co-Agent which report shall be dated as of such June 30 or December 31 and shall set forth the Borrower's and its Subsidiary Guarantors' interest (broken down by category) in all Borrowing Base Assets and, in the case of the December 31 report only, a projection of the rate of production and net operating income with respect thereto as of such date. Each June 30 Reserve Report shall be prepared by the Borrower and each December 31 Reserve Report shall be prepared or audited by the Independent Engineer. Each June 30 Reserve Report may be prepared in summary form and shall include a review of any material production variances, if any, from the immediately preceding December 31 Reserve Report. (ii) At any date the Borrower may at its expense furnish additional Reserve Reports to the Agent and the Co-Agent ("Optional Reserve Reports"), which Optional Reserve Reports need not be prepared or audited by an independent petroleum engineer (unless the Agent or the Co-Agent so requests), each dated a date other than June 30 or December 31. (iii) Notwithstanding the provisions of subsection Section 2.6(b)(i), upon the Borrower's written request, and upon submission of an Optional Reserve Report, the Agent and the Co-Agent shall review the Borrowing Base and make any adjustments thereto they deem appropriate under the circumstances; , provided that in no event shall the Agent and the Co-Agent be required to make more than two such unscheduled Borrowing Base determinations during any calendar year. (iv) Within forty-five days after they both receive each Reserve Report or Optional Reserve Report, the Agent and the Co-Agent shall make a determination of the Borrowing Base provided that such determination shall be approved by the Required LendersBase, and shall notify the Borrower of the new Borrowing Base, if any. (v) Within forty-five days after the Borrower has notified the Agent and the Co-Agent pursuant to subsection 2.7(c) that it or any Subsidiary Guarantor has determined to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6(a), (b), (c), (d) and (ef)), the Agent and the Co-Agent shall make a redetermination of the Borrowing Base, and shall notify the Borrower of the new Borrowing Base, if any; provided that such redetermination and notification shall occur only if the aggregate amount of consideration paid for Borrowing Base Assets disposed of since the last determination of the Borrowing Base exceeds $5,000,000. (vi) The Borrower agrees to pay or reimburse the Agent and the Co-Agent for all reasonable out-of-pocket costs and expenses incurred in connection with (a) the examination of each Optional Reserve Report furnished to the Agent and the Co-Agent by the Borrower, (b) the determination of the Borrowing Base pursuant to such Reserve Report or Optional Reserve Report, (c) the redetermination of the Borrowing Base pursuant to subsection 2.6(b)(v) and (d) the notification of the Borrower of such Borrowing Base. (vii) Each determination of the Borrowing Base shall be made by the Agent and the Co-Agent in the exercise of their sole discretion in accordance with the then current standards and practices of the Agent and the Co-Agent for similar oil and gas loans, taking into account such factors as the Agent and the Co-Agent may deem appropriate, including, without limitation the nature and extent of the Borrower's interest in the Borrowing Base Assets and the anticipated timing and extent of net operating income therefrom; provided that each such determination shall be approved by the Required Lenders. The Agent and the Co-Agent may in their sole discretion discount the value of any Borrowing Base Asset set forth in a Reserve Report or an Optional Reserve Report by the same factors utilized by it in discounting the value of comparable borrowing base assets in comparable transactions. (viii) Each delivery by the Borrower to the Agent and the Co-Agent of a Reserve Report or an Optional Reserve Report shall be deemed to constitute a representation and warranty by the Borrower to the Agent and the Co-Agent that the Borrower or the Subsidiary GuarantorsBorrower, to the extent of the interest specified in such report (and subject to exceptions disclosed in writing to the Agent and the Co-Agent by the Borrower), has good and marketable title to the Borrowing Base Assets and any other property rights or interests described in such report, and that none of such Borrowing Base Assets or other property rights or interests is subject to any Lien other than as permitted by subsection 6.3.

Determinations of the Borrowing Base. (i) No later than 45 days after June 30 and December 31 of each calendar year, commencing June 30December 31, 19981996, the Borrower shall, at its own expense, furnish to the Agent, Agent and the Co-Agent and the Lenders a report ("Reserve Report"), in a form and substance reasonably satisfactory to the Agent and the Co-Agent which report shall be dated as of such June 30 or December 31 and shall set forth the Borrower's and its Subsidiary Guarantors' interest (broken down by category) in all Borrowing Base Assets and, in the case of the December 31 report only, a projection of the rate of production and net operating income with respect thereto as of such date. Each June 30 Reserve Report shall be prepared by the Borrower and each December 31 Reserve Report shall be prepared or audited by the Independent Engineer. Each June 30 Reserve Report may be prepared in summary form and shall include a review of any material production variances, if any, from the immediately preceding December 31 Reserve Report. (ii) At any date the Borrower may at its expense furnish additional Reserve Reports to the Agent and the Co-Agent ("Optional Reserve Reports"), which Optional Reserve Reports need not be prepared or audited by an independent petroleum engineer (unless the Agent or the Co-Agent so requests), each dated a date other than June 30 or December 31.Reserve (iii) Notwithstanding the provisions of subsection Section 2.6(b)(i), upon the Borrower's written request, and upon submission of an Optional Reserve Report, the Agent and the Co-Agent CoAgent shall review the Borrowing Base and make any adjustments thereto they deem appropriate under the circumstances; provided that in no event shall the Agent and the Co-Agent be required to make more than two such unscheduled Borrowing Base determinations during any calendar year. (iv) Within forty-five days after they both receive each Reserve Report or Optional Reserve Report, the Agent and the Co-Agent shall make a determination of the Borrowing Base provided that such determination shall be approved by the Required LendersBase, and shall notify the Borrower of the new Borrowing Base, if any. (v) Within forty-five days after the Borrower has notified the Agent and the Co-Agent pursuant to subsection 2.7(c) that it or any Subsidiary Guarantor has determined to sell or otherwise dispose of any of the Borrowing Base Assets (other than sales permitted by subsections 6.6(a), (b), (c), (d) and (e)), the Agent and the Co-Agent shall make a redetermination of the Borrowing Base, and shall notify the Borrower of the new Borrowing Base, if any; provided that such redetermination and notification shall occur only if the aggregate amount of consideration paid for Borrowing Base Assets disposed of since the last determination of the Borrowing Base exceeds $5,000,000. (vi) The Borrower agrees to pay or reimburse the Agent and the Co-Agent for all reasonable out-of-pocket costs and expenses incurred in connection with (a) the examination of each Optional Reserve Report furnished to the Agent and the Co-Agent by the Borrower, (b) the determination of the Borrowing Base pursuant to such Reserve Report or Optional Reserve Report, (c) the redetermination of the Borrowing Base pursuant to subsection 2.6(b)(v) and (d) the notification of the Borrower of such Borrowing Base. (vii) taking into account such factors as the Agent and the Co-Agent may deem appropriate, including, without limitation the nature and extent of the Borrower's interest in the Borrowing Base Assets and the anticipated timing and extent of net operating income therefrom; provided that each such determination shall be approved by the Required Lenders. The Agent and the Co-Agent may in their sole discretion discount the value of any Borrowing Base Asset set forth in a Reserve Report or an Optional Reserve Report by the same factors utilized by it in discounting the value of comparable borrowing base assets in comparable transactions. (viii) Each delivery by the Borrower to the Agent and the Co-Agent of a Reserve Report or an Optional Reserve Report shall be deemed to constitute a representation and warranty by the Borrower to the Agent and the Co-Agent that the Borrower or the Subsidiary Guarantors, to the extent of the interest specified in such report (and subject to exceptions disclosed in writing to the Agent and the Co-Agent by the Borrower), has good and marketable title to the Borrowing Base Assets and any other property rights or interests described in such report, and that none of such Borrowing Base Assets or other property rights or interests is subject to any Lien other than as permitted by subsection 6.3.2.7

Determinations of the Borrowing Base. (i1) No later than 45 days after June 30 and December 31 of each calendar year, commencing June 30, 1998, the Borrower shall, at its own expense, furnish The Lenders may from time to the Agent, the Co-Agent and the Lenders a report ("Reserve Report"), in a form and substance reasonably satisfactory to the Agent and the Co-Agent which report shall be dated as of such June 30 or December 31 and shall set forth the Borrower's and its Subsidiary Guarantors' interest (broken down by category) in all Borrowing Base Assets and, in the case of the December 31 report only, a projection of the rate of production and net operating income with respect thereto as of such date. Each June 30 Reserve Report shall be prepared by the Borrower and each December 31 Reserve Report shall be prepared or audited by the Independent Engineer. Each June 30 Reserve Report may be prepared in summary form and shall include a review of any material production variances, if any, from the immediately preceding December 31 Reserve Report. (ii) At any date the Borrower may at its expense furnish additional Reserve Reports to the Agent and the Co-Agent ("Optional Reserve Reports"), which Optional Reserve Reports need not be prepared or audited by an independent petroleum engineer (unless the Agent or the Co-Agent so requests), each dated a date other than June 30 or December 31. (iii) Notwithstanding the provisions of subsection 2.6(b)(i), upon the Borrower's written request, and upon submission of an Optional Reserve Report, the Agent and the Co-Agent shall review time determine the Borrowing Base and make any adjustments thereto they deem appropriate under the circumstances; provided that in no event shall the Agent and shall deliver to the Co-Agent be required to make more than two Borrower a written notice specifying each such unscheduled determination (each such notice, a “Borrowing Base determinations during any calendar year. (iv) Within forty-five days after they both receive each Reserve Report or Optional Reserve Report, the Agent and the Co-Agent shall make a Notice”). Each determination of the Borrowing Base provided that such determination by the Lenders shall be approved by the Required Lenders, binding and conclusive for all purposes hereof and shall notify be effective (i) in the case of an increase in the Borrowing Base, immediately upon receipt by the Borrower of the new Borrowing BaseBase Notice specifying the same, if any. (vii) Within forty-five days after in the Borrower has notified the Agent and the Co-Agent pursuant to subsection 2.7(c) that it or any Subsidiary Guarantor has determined to sell or otherwise dispose case of any of a decrease in the Borrowing Base Assets (resulting from the sale, transfer, assignment or other than sales permitted disposition of P&NG Rights previously included by subsections 6.6(a), (b), (c), (d) and (e)), the Agent and Lenders in the Co-Agent shall make a redetermination of the Borrowing Base, and shall notify the Borrower of the new Borrowing Base, if any; provided that such redetermination and notification shall occur only if the aggregate amount of consideration paid for Borrowing Base Assets disposed of since the last determination of the Borrowing Base exceeds $5,000,000(including the disposition of a Subsidiary), immediately upon receipt by the Borrower of the Borrowing Base Notice specifying the same, and (iii) in the case of all other decreases in the Borrowing Base, 60 days after receipt by the Borrower of the Borrowing Base Notice specifying the same, in each case until the coming into effect of a subsequent determination of the Borrowing Base. As at the date hereof, the Borrowing Base has been determined by the Lenders to be Cdn.$370,000,000. (vi2) The Borrower agrees to pay or reimburse the Agent Borrowing Base shall be determined and the Core-Agent for all reasonable out-of-pocket costs and expenses incurred in connection with determined as follows: (a) within 60 days after receipt of the examination annual Engineering Report pursuant to Section 10.1(e)(vi) or the update to such report pursuant to Section 10.1 (e)(vii), as the case may be, the Lenders shall attempt to reach unanimous agreement on a new Borrowing Base; (b) if all of the Lenders agree to the amount of the Borrowing Base within such 60-day period, then the Agent shall deliver a Borrowing Base Notice to the Borrower (with a copy thereof to each Optional Reserve Report furnished Lender) specifying such agreed upon Borrowing Base; and (c) if all of the Lenders cannot agree on the amount of the Borrowing Base within such 60-day period, then the Borrowing Base shall be deemed to have been determined by the Lenders as the lowest Borrowing Base amount proposed by a Lender (such Lender, the “Lowest Borrowing Base Lender”) to the Agent and other Lenders by written notice within such period, and promptly after the Coexpiry of such 60-day period the Agent by shall deliver a Borrowing Base Notice to the BorrowerBorrower (with a copy thereof to each Lender) specifying such Borrowing Base. In addition to and without limiting the foregoing, the Lenders may determine and re-determine the Borrowing Base at any time and from time to time (bin addition to the aforementioned determinations of the Borrowing Base after receipt of the annual Engineering Report and the update thereto) with the agreement of all Lenders. For certainty, the then current Borrowing Base shall remain in effect unless and until there has been an agreement of all of the Lenders or expiry of the aforementioned 60-day period and determination of the Borrowing Base pursuant to such Reserve Report or Optional Reserve Report, Section 2.23(2)(c). (c3) the redetermination of If the Borrowing Base has been determined pursuant to subsection 2.6(b)(v) and (d) the notification of Section 2.23(2)(c), the Borrower of such Borrowing Base. (vii) taking into account such factors as shall have the Agent and right to require the Co-Agent may deem appropriate, including, without limitation the nature and extent of the Borrower's interest in the Lowest Borrowing Base Assets Lender to assign its Commitments, its Rateable Portion of all Loans and other Obligations and all of its rights, benefits and interests under the anticipated timing and extent of net operating income therefrom; provided that each such determination shall be approved by the Required Lenders. The Agent and the Co-Agent may in Documents to other Lenders which have agreed to increase their sole discretion discount the value of any Borrowing Base Asset set forth in a Reserve Report Commitments or an Optional Reserve Report by the same factors utilized by it in discounting the value of comparable borrowing base assets in comparable transactions. (viii) Each delivery by the Borrower to other financial institutions acceptable to the Agent and the Co-Agent of a Reserve Report or an Optional Reserve Report shall be deemed to constitute a representation and warranty by the Borrower to the Agent Fronting Lender, each acting reasonably, and the Co-Agent that the Borrower or the Subsidiary Guarantorsprovisions of Section 2.20(6)(a) shall apply thereto, to the extent of the interest specified in such report (and subject to exceptions disclosed in writing to the Agent and the Co-Agent by the Borrower), has good and marketable title to the Borrowing Base Assets and any other property rights or interests described in such report, and that none of such Borrowing Base Assets or other property rights or interests is subject to any Lien other than as permitted by subsection 6.3mutatis mutandis.